--- schema_version: "secwatch.filing_event.v1" accession: "0001558370-23-010955" form_type: "8-K" ticker: "WLDN" cik: "0001370450" company_name: "Willdan Group, Inc." filed_at: "2023-06-09T23:59:59+00:00" generated_at: "2026-06-14T03:37:23.058280+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Willdan shareholders reject say-on-pay, approve equity plan increases at annual meeting ## Summary - Say-on-pay failed: 4,082,317 for vs 5,121,812 against (non-binding advisory). - Stockholders approved 2008 Plan amendment: +750,000 shares available, new aggregate 4,894,167 shares. - ESPP amendment approved: +800,000 shares to 1,925,000 total authorized shares. - All seven director nominees elected; Crowe LLP ratified as auditor for FY2023 with 12.17M for. ## SEC filing metadata - accession: 0001558370-23-010955 - form_type: 8-K - ticker: WLDN - cik: 0001370450 - company_name: Willdan Group, Inc. - filed_at: 2023-06-09T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/0001558370-23-010955-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/wldn-20230608x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001558370-23-010955 - JSON: https://secwatch.observer/filing/0001558370-23-010955.json - Plain text: https://secwatch.observer/filing/0001558370-23-010955.txt ## Key facts - Shareholder Votes Willdan Group, Inc. shareholders approved Each individual listed below was elected to serve on the Board until the 2024 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal. at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 1 Each individual listed below was elected to serve on the Board until the 2024 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal. For Withheld Broker Non-Vote Thomas D. Brisbin 8,421,001 ​ 915,700 ​ 2,901,242 Steven A. Cohen ​ 8,273,630 ​ 1,063,071 ​ 2,901,242 ​ Cynthia A. Downes 8,137,859 ​ 1,198,842 ​ 2,901,242 Dennis V. McGinn 8,072,326 ​ 1,264,375 ​ 2,901,242 ​ Wanda K. Reder ​ 8,198,089 ​ 1,138,612 ​ 2,901,242 ​ Keith W. Renken ​ 8,831,552 ​ 505,149 ​ 2,901,242 ​ Mohammad Shahidehpour ​ 7,172,842 ​ 2,163,859 ​ 2,901,242 ​ ​ evidence_url: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/0001558370-23-010955-index.htm - Shareholder Votes Willdan Group, Inc. shareholders approved Approval of the amendment to the ESPP described above. at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 5 Approval of the amendment to the ESPP. For Against Abstain Broker Non-Vote 9,033,321 ​ 259,505 ​ 43,875 ​ 2,901,242 ​ evidence_url: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/0001558370-23-010955-index.htm - Shareholder Votes Willdan Group, Inc. shareholders approved Approval of the amendment to the 2008 Plan described above. at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 4 Approval of the amendment to the 2008 Plan. For Against Abstain Broker Non-Vote 7,782,455 ​ 1,540,250 ​ 13,996 ​ 2,901,242 ​ evidence_url: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/0001558370-23-010955-index.htm - Shareholder Votes Willdan Group, Inc. shareholders rejected The stockholders of the Company did not approve, on a non-binding advisory basis, the Company’s named executive officer compensation. at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-06-08 source text: Proposal 3 The stockholders of the Company did not approve, on a non-binding advisory basis, the Company’s named executive officer compensation. For Against Abstain Broker Non-Vote 4,082,317 ​ 5,121,812 ​ 132,572 ​ 2,901,242 ​ evidence_url: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/0001558370-23-010955-index.htm - Shareholder Votes Willdan Group, Inc. shareholders approved Ratification of the Board’s appointment of Crowe as the Company’s independent registered public accounting firm for fiscal year 2023. at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 2 Ratification of the Board’s appointment of Crowe as the Company’s independent registered public accounting firm for fiscal year 2023. ​ For Against Abstain 12,171,310 ​ 45,196 ​ 21,437 ​ evidence_url: https://www.sec.gov/Archives/edgar/data/1370450/000155837023010955/0001558370-23-010955-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.